AUTOLINE INDUSTRIES LTD. — Proxy Solicitation & Information Statement 2025

Dec 10, 2025

==> picture [595 x 104] intentionally omitted <==

Date: December 10, 2025

To, The BSE Limited The National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra Dalal Street, Mumbai- 400001 (E) Mumbai – 400 051 General Manager, Listing Vice President, Listing Corporate Relations Department Corporate Relations Department BSE – 532797 NSE - AUTOIND

Sub: Notice Calling an Extra Ordinary General Meeting of Members of the Company.

Dear Sir/Madam,

Pursuant to Section 100 of the Companies Act, 2013 (“the Act”) and the rules made thereunder as amended from time to time (including any statutory amendment(s) or modification(s) or) or re-enactment(s) thereof for the time being in force) an Extra- Ordinary General Meeting (EOGM/EGM) of Members of Autoline Industries Limited is scheduled to be held on Friday, January 02, 2026 at 03.00 P. M. through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”).

The Notice calling EOGM/EGM along with necessary required explanatory statements and annexures forming part of the Notice is attached herewith for your record.

In accordance with the relevant Circulars issued by the Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”), the applicable provisions of the Companies Act, 2013(‘the Act’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) the EGM of the Company is being held through VC / OAVM. The Company is offering remote e-voting facility as well as e-voting during the EGM to its Members in respect of all businesses to be transacted at the EGM.

The details related to EGM are as follows:

Particulars	Details
Mode	VC/OAVM
Relevant Date (as per Reg 161 of SEBI (ICDR), 2018)	Wednesday, December 03, 2025
Date and time of the EGM	Friday,January02,2026 at 03:00 P.M(IST)
Cut-off date for e-Voting	Friday,December 26,2025
Remote e-Votingstart date and time	Tuesday,December 30,2025 at 09:00 A.M.
Remote e-Votingend date and time	Thursday,January1,2026 at 05:00 P.M.
Participation through VC/OAVM	https://www.evoting.nsdl.com/
URL for remote e-Voting	https://www.evoting.nsdl.com/
Date of Dispatch of Notice of EGM to Shareholder/Members	Wednesday, December 10, 2025

Kindly take the same on record.

Yours sincerely,

For Autoline Industries Limited

PRANVESH Digitally signed by PRANVESH TRIPATHI DN: c=IN, o=PERSONAL, pseudonym=28f892c395df461c92f11794ed186bd7, 2.5.4.20=9a1a3f5f004f9351a1aa750cd618fa385f625f 64c5d574b31d3d518de8030da6, postalCode=462039, st=MADHYA PRADESH, serialNumber=1b0fc245c84fc9a49dddb3aa8b2c8bd TRIPATHI af128a30576d6cc65529f3f043286d6f7, cn=PRANVESH TRIPATHI Date: 2025.12.10 12:57:03 +05'30'

Pranvesh Tripathi Company Secretary & Compliance Officer M.No. A16724 Place: Pune

- EXTRA ORDINARY GENERAL MEETING Friday, January 02, 2026

AUTOLINE INDUSTRIES LIMITED CIN-L34300PN1996PLC104510

Registered Office: Survey Nos. 313, 314, 320 to 323 Nanekarwadi, Chakan, Tal: Khed, District Pune-410501 Tel: +91 2135 635865/6; Fax: +91 2135 635864 Website: www.autolineind.com Email: investorservices@autolineind.com

---

NOTICE

Notice is hereby given that an Extra- Ordinary General Meeting (“EGM”) of Shareholders (“ Members”) of Autoline Industries Limited (“the Company/Autoline”) will be held on Friday, January 2, 2026 at 3.00 P. M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the following businesses:

ITEM NO. 1

TO INCREASE THE AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENTLY TO ALTER THE CAPITAL CLAUSE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 13, 61 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and reenactment(s) thereof for the time being in force) and the rules framed thereunder, consent of the Members be and is hereby accorded to increase the Authorized Share Capital of the Company from the present Rs. 46,00,00,000 (Rupees Forty Six Crore Only) consisting of 4,60,00,000 (Four Crore Sixty Lakh only) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 51,00,00,000 (Rupees Fifty One Crore Only) divided into 5,10,00,000 (Five Crore Ten Lakh only) Equity Shares of Rs. 10/- (Rupees Ten only) each.

RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

“V. The Authorised Share Capital of the Company is Rs. 51,00,00,000 (Rupees Fifty One Crore Only) divided into 5,10,00,000 (Five Crore Ten Lakh only) Equity Shares of Rs. 10/- (Rupees Ten only) each with the power to increase, reduce, divide, sub divide into various classes of shares and attach thereto to such preferential rights, privileges, conditions, restrictions as may be determined by the company in accordance with its Articles of Association and to vary, modify or abrogate any such rights, privileges, conditions, restrictions in such manner as may for the time being be permitted by the Articles of Associations of the Company or the legislative provisions for the time being in force in that behalf.”

RESOLVED FURTHER THAT Mr. Shivaji Akhade, MD & CEO (DIN: 00006755), Mr. Sudhir Mungase, Wholetime Director, (DIN: 00006754) of the Company and Mr. Pranvesh Tripathi, Company Secretary of the Company be and are hereby severally authorised to do all such act(s), deed(s) and thing(s) including filing of all forms, documents with Registrar of Companies as may be necessary and incidental to give effect to this Resolution.”

ITEM NO. 2

TO OFFER, ISSUE AND ALLOT WARRANTS OF THE COMPANY ON PREFERENTIAL BASIS

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:-

“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rule, 2014 and Rule 13 of the Companies (Share Capital and Debenture) Rules, 2014 (including any statutory modifications thereto or reenactment thereof for the time being in force) and subject to the provisions of Chapter V and other

1

applicable provisions of Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) and subject to the applicable provisions of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), Securities Exchange Board of India (Substantial Acquisition of Shares and Takeover), Regulations, 2011 (“SEBI Takeover Regulations”) (including any statutory modifications thereto or reenactment thereof for the time being in force) and other applicable rules, regulations and guidelines of Securities and Exchange Board of India (“SEBI Regulations”) (including any statutory modifications thereto or reenactment thereof for the time being in force) including Listing Agreement entered into by the Company with BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) (BSE and NSE shall be collectively referred to as the ‘Stock Exchanges’) and enabling provisions of the Memorandum and Articles of Association of the Company and pursuant to the provisions of any Act/Rules/Regulations/ guidelines issued/framed by the Central Government, Reserve Bank of India or any other statutory authority and subject to the approval, consent, permission and/ or sanction, as may be required from the Central Government, Reserve Bank of India, Stock Exchanges and any other appropriate authority, Institution or Body and subject to such terms, conditions, alterations, corrections, changes, variations and/or modifications, if any, as may be prescribed by any one or more or all of them in granting such approval, consent, permission and/or sanction, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution) to offer, issue and allot on preferential basis upto 32,65,000 (Thirty Two Lakh Sixty Five Thousand only) warrants, each warrant is carrying a right/ entitlement to convert or exchange for 1 (One) fully paid-up equity share of the Company of face value of Rs. 10 (Rupees Ten only), at a price of Rs. 75 (Rupees Seventy Five only) per warrant (“Warrant Issue Price”) (including the warrant subscription price and the warrant exercise price) or at such other price as may be determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations, whichever is higher, payable in cash aggregating up to Rs. 24,48,75,000 (Twenty Four Crore Forty Eight Lakh and Seventy Five Thousand Only) to Mr. Shivaji Tukaram Akhade one of the Promoters of the Company, in one or more tranches, on a preferential basis (“Warrant Holder”) on such other terms and conditions and in such manner as are stipulated in the statement pursuant to section 102 of the Act attached hereto and as may be approved or finalized by the Board of the Company.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of Warrants shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

a. An amount equivalent to 25% of the Warrant Issue Price shall be payable on or before the date of allotment of each warrant (“Warrant subscription amount”) and the balance 75% of the Warrant Issue Price shall be payable by the warrant holder on or before the exercise of the entitlement attached to Warrants to subscribe/exchange for Equity Shares of the Company (“Warrant exercise amount”) and the same should be exercised by the Warrant Holder within 18 months from the date of allotment of Warrants. The amount paid against Warrants shall be adjusted / set-off against the issue price for the resultant Equity Shares.

b. The Warrant holder shall, subject to SEBI ICDR Regulations, the SEBI Takeover Regulations and other applicable rules, regulations and laws, be entitled to exercise the Warrants in one or more tranches within a period of 18 months from the date of the allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised and making the payment of balance 75% of the Warrant Issue Price (“exercise of warrants”). The Company shall accordingly, issue and allot the corresponding number of Equity Shares of ₹ 10/- each to the Warrant holders.

c. The Warrants shall be issued in dematerialized form and the Equity shares to be issued and allotted by the Company upon exercise of the Warrants in the manner as aforesaid shall be in dematerialized form.

d. In the event, the Warrant holder do not exercise the Warrants within a period of 18 months from the date of allotment, the Warrants shall lapse and the amount paid by the Warrant Holder on such Warrants shall stand forfeited by the Company.

e. In terms of regulation 166 of SEBI ICDR Regulations, the price of Warrants determined above and the number of equity shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments, if applicable. If the amount payable on account of the re-computation of price is not paid within the time stipulated in SEBI ICDR Regulations, the Warrants shall continue to be locked- in till the time such amount is paid by the Warrant Holder.

f. Upon exercise of the option by Warrant Holder, the Company shall issue and allot appropriate number of

2

equity shares and perform all such actions as are required including to credit the same to the designated demat account of the Warrant Holder, within 15 days from the date of exercise by the Warrant Holder in terms of regulation 162(2) of the SEBI ICDR Regulations;

g. The equity shares arising from the exercise of Warrants will be listed on the Stock Exchanges, subject to the receipt of necessary regulatory permissions and approvals, as may be required;

h. The Warrants by itself, until exercised and converted into equity shares, shall not give to the Warrant Holder thereof any rights with respect to that of an equity shareholder of the Company;

i. The Warrants and equity shares allotted pursuant to the exercise of the Warrants shall be locked-in as prescribed under the SEBI ICDR Regulations.

j. In the event that the Company completes any form of capital restructuring prior to the exercising of the Warrants, then, the number of Equity Shares that are issued against the exercise of each Warrant and the price payable for such Equity Shares, shall be appropriately adjusted.

RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations the “Relevant Date” for the preferential issue for the determination of price for the issue of the above mentioned warrants and conversion price for the Equity Shares to be allotted on conversion of warrants, shall be Wednesday, December 03, 2025 being the date 30 (thirty) days prior to the date of EGM fixed by the Company for the purpose of obtaining the shareholders’ approval for this preferential issue.

RESOLVED FURTHER THAT the Equity Shares to be allotted on exercise of the Warrants shall rank pari-passu with the existing Equity Shares of the Company in all respects and shall be subject to the lock-in requirement as per SEBI ICDR Regulations and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and pursuant to the provisions of the Act, the name of the proposed allottee be recorded for the issuance of invitation to subscribe to the Equity Shares.

RESOLVED FURTHER THAT subject to the provisions of the SEBI ICDR Regulations, Companies Act, 2013 and other applicable laws, the Board be and is hereby authorised to vary, modify or alter any of the relevant terms and conditions, including size of the preferential issue of Warrants to the proposed investors, as may deem expedient.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorized to take such steps and to do all such other acts, deeds, matters and things, including without limitation, issuing clarifications on the offer, making any application /submission of documents to the concerned regulatory authorities, issue and allotment of warrants and the resultant equity shares, to execute necessary documents, to seek the listing and trading permission of equity shares from the stock exchanges and enter into contracts, arrangements etc., (including for appointment of agencies, intermediaries) and to resolve and settle any questions or difficulties that may arise in the proposed issue and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit, without being required to seek any further consent or approval of the members or otherwise and that they shall be deemed to have given their approval thereto expressly by the authority of this resolution and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors or any Director(s) or any Officer(s) of the Company to give effect to this resolution and all actions taken by the Board in connection with any matter(s) referred to or contemplated in the foregoing resolution be and are hereby approved, ratified and confirmed in all respects.

Place: Pune Date: December 03, 2025 Registered Office: Survey No. 313, 314, 320 to 323, Pune 410501 CIN: L34300PN1996PLC104510

E-mail: investorservices@autolineind.com

By Order of the Board of Directors of Autoline Industries Limited

S/d

Pranvesh Tripathi Company Secretary & Compliance Officer

Membership No. : A16724

3

NOTES

1. The Explanatory Statement along with disclosure of interested persons pursuant to Section 102 of the Companies Act, 2013 setting out material facts is annexed hereto as ANNEXURE - I .

2. The Ministry of Corporate Affairs (“MCA”) vide its General Circular bearing reference nos. 14/2020 dated April 08, 2020, No. 17/2020 dated April 13, 2020 and various subsequent Circulars latest being bearing reference no. 03/2025 dated September 22, 2025 and such other related Circulars issued from time to time (collectively referred to as “MCA Circulars”), and Securities and Exchange Board of India (“SEBI”) vide its Circular no. SEBI Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/0155 dated November 11, 2024, SEBI circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 and SEBI Circular No. SEBI/HO/CFD/ CFD-PoD2/P/CIR/2024/133 dated October 03, 2024 and such other related Circulars issued from time to time, permitted the holding of the Annual General Meeting (“EGM”) / Extra Ordinary general Meeting (EGM /“Meeting”) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), without the physical presence of the Members (also referred to as “Shareholders”) at a common venue. In compliance with the provisions of the Companies Act, 2013 (“the Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), MCA and SEBI Circulars (as amended from time to time), the EGM of the Company is being held through VC/OAVM, and the Members can attend and participate in this EGM through VC/OAVM.

3. Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. Since this EGM is being held through VC / OAVM pursuant to the MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed hereto.

4. Members may please note that since the EGM is being held through VC/OAVM Modes, the route map of the Venue of the meeting is not annexed hereto.

5. Institutional Investors, who are members of the Company, are encouraged to attend and vote at the EGM through VC/ OAVM facility. Corporate members intending to appoint their authorized representatives pursuant to Sections 112 and 113 of the Act, as the case maybe, to attend the EGM through VC/ OAVM or to vote through remote e-voting are requested to send a certified copy of the Board Resolution to the Scrutinizer by e-mail sujit.manazhy@kanjcs.com with a copy marked to evoting@nsdl.co.in.

6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the MCA Circulars as stated above, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system for the EGM will be provided by NSDL.

7. Only registered members of the Company may attend and vote through VC/OAVM facility.

8. Members attending the EGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

9. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. Members, who would like to ask questions during the EGM with regard to the matter to be placed at the EGM, need to register themselves as a speaker by sending a request from their registered email address mentioning their name, DP ID and Client ID number/ folio number and mobile number, to reach the Company’s email address secretarial@autolineind.com at least 10 days in advance before the start of EGM, i.e. by Wednesday, December 24, 2025 by 5:30 p.m.. Only those members who have pre-registered themselves as a speaker will be allowed to express their views/ ask questions during the EGM. The Company reserves the right to restrict the number of

4

speakers depending on the availability of time for the EGM.

10. In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company / Depositories as on BENPOS date i.e. Friday, December 5, 2025 . Members may note that the notice will also be available on the Company’s website www.autolineind.com, website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com , respectively and on the website of NSDL at www.evoting.nsdl.com

11. To support the “Green Initiative”, the Members who have not registered their e-mail addresses are requested to register the same with the Company’s Registrar and Share Transfer Agent (“RTA”) i.e. MUFG Intime India Private Limited (formerly Link Intime India Private Limited) or their Depository Participants, in respect of Shares held in physical/electronic mode, respectively.

12. The relevant documents referred to in the accompanying Notice and Explanatory Statement, Registers and all other documents will be available for inspection in electronic mode. The Members can inspect the same up to the date of the EGM, by sending an e-mail to the Company at investorservices@autolineind.com

13. The Company has appointed Mr. Sujit Manazhy, Practicing Company Secretary, as the Scrutinizer for scrutinizing the Remote e-Voting and e-Voting during the EGM, to ensure that the e-Voting process is carried out in a fair and transparent manner.

14. The Member whose name appears on the Register of Members/Beneficial Owners maintained by the Company/Depositories as on cut-off date i.e. Friday, December 26, 2025 will only be considered for the purpose of e-Voting.

15. SEBI vide its notification dated January 24, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical Shares and avail various benefits of dematerialisation, the Members are advised to dematerialise the Shares held by them in physical form. The Members can contact the Company or RTA, for assistance in this regard.

16. The Members may please note that SEBI vide its Circular dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests, viz. issue of duplicate securities certificate; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Further, SEBI vide its Circular dated May 18, 2022 has simplified the procedure and standardized the format of documents for transmission of securities. Accordingly, the Members are requested to make service requests by submitting a duly filled and signed Form ISR-4 & ISR-5, as the case may be.

17. Since, the EGM will be held through VC/OAVM, the Route Map of the Venue and Attendance Slip are not annexed to the Notice.

18. Voting through electronic means:

Members may exercise their right either by (a) remote e-voting prior to the EGM as explained herein below or (b) e-voting during the EGM as explained below:

The instructions for Members voting electronically and joining Extra Ordinary General Meeting are as under:

The remote e-voting period begins on Tuesday, December 30, 2025 at 09:00 a.m. and ends on Thursday, January 1, 2026 at 05:00 p.m. During this period Members of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-off Date on Friday, December 26, 2025 may cast their vote electronically. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only. The remote e-voting module shall be disabled by NSDL for voting thereafter.

5

The procedure to login and access remote e-voting as devised by depositories/depository participants is given below:

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual Shareholders holding securities in demat mode.

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on Company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the Meeting. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual Meeting & voting during the Meeting.

6

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [201 x 116] intentionally omitted <==

	4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget

User ID and Forget Password option available at abovementioned website

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Helpdesk details

Login type

7

Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual Meeting for Shareholders other than Individual Shareholders holding securities in demat mode and Shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID. For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**
b) For Members who hold shares in demat account with CDSL	16 Digit Beneficiary ID. For example if your Beneficiary ID is 12** then your user ID is 12**.
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

5. Password details for Shareholders other than Individual Shareholders are given below:

• a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

8

c) How to retrieve your ‘initial password’?

• (i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button.

2. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1.	After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status
2.	Select “EVEN” of Company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting’.
3.	Now you are ready for e-Voting as the Voting page opens.
4.	Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
5.	Upon confirmation, the message “Vote cast successfully” will be displayed.
6.	You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page
7.	Once you confirm your vote on the Resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

	1.	Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority Letter etc. with attested specimen

9

	signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail tosujit.manazhy@kanjcs.comwith a copy marked toevoting@nsdl.co.inInstitutional Shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e- Voting" tab in their login.
2.	It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.
3.	In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to pallavid@nsdl.co.in at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id

and password and registration of e mail ids for e-voting for the Resolutions set out in this Notice :

1. In case shares are held in physical mode please provide Folio No., Name of Shareholder, scanned copy of the Share Certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to secretarial@autolineind.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to secretarial@autolineind.com. If you are an Individual Shareholders holding securities in demat mode, you are requested to refer to the login method explained at step -

1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual Shareholders holding securities in demat mode .

1. Alternatively Shareholder/Members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID -

correctly in their demat account in order to access e Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e- voting.

2. Only those Members/ Shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

10

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join meeting” menu against Comp any name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the Meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at secretarial@autolineind.com. The same will be replied by the company suitably.

Voting Results

• 1) The Scrutinizer shall, after the conclusion of the EGM, electronically submit the Consolidated Scrutinizer’s Report (i.e. votes cast through Remote e-Voting and e-Voting during the EGM) of the total votes cast in favour or against the Resolution and invalid votes, to the Chairman of the EGM or to any other Directors of the Company, authorised by the Board.

• 2) Based on the Scrutinizer’s Report, the Company will submit within 2 (Two) working days of the conclusion of the EGM, to the Stock Exchanges, details of the Voting Results as required under Regulation 44(3) of the Listing Regulations.

• 3) The Results declared along with the Scrutinizer’s Report will be placed on the website of the Company at www.autolineind.com and on the website of NSDL at www.evoting.nsdl.com.

• The relative Explanatory Statement pursuant to Section 102 of the Act setting out material facts concerning the business of the notice is annexed hereto and Details of Directors retiring by rotation/ seeking appointment/ reappointment at this meeting are provided in the Annexure -1 to this Notice.

• The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to Link Intime/ Company.

As per the provisions of Section 72 of the Act and SEBI Circular Members holding shares in physical form are mandated to make nomination in respect of their shareholding in the Company by submitting Form No. SH. 13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination he/she may submit the same in ISR-3 or SH-14 as the case may be. The said forms are available and can be downloaded from the

11

Company’s website- www.autolineind.com under the section ‘Investor Relations’. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to the Company in case the shares are held in physical form. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to MUFG Intime (formerly known as Link Intime) in case the shares are held in physical form.

1. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to the Company, for consolidation in to a single folio. Request for consolidation shall be processed in Dematerialized format.

2. Non-Resident Indian Members are requested to inform MUFG Intime (erstwhile known as Link Intime) immediately of:

3. a) Change in their residential status on return to India for permanent settlement.

4. b) Particulars of their bank account maintained in India with complete name, branch, account type, account number, IFSC code and address of the bank with pin code number, if not furnished earlier.

5. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.

6. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, Telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.,:

7. a) For shares held in electronic form: to their Depository Participants (DPs)

8. b) For shares held in physical form: to the Company/Registrar and Transfer Agent in prescribed Form ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021. The said forms are available and can be downloaded from the Company’s website- www.autolineind.com under the section ‘Investor Relations’ and also available with RTAs.

9. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests, viz., Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4. The said form can be downloaded from the Company’s website- www.autolineind.com under the section ‘Investor Relations’ and is also available on the website of the MUFG Intime (Formerly known as Link Intime) at https://web.linkintime.co.in/client-downloads.html. It may be noted that any service request can be processed only after the folio is KYC Compliant.

10. SEBI vide its notification dated January 24, 2022 has amended Regulation 40 of the SEBI Listing Regulations and has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialised form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or MUFG Intime (Formerly known as Link Intime), for

12

assistance in this regard.

1. SEBI has mandated submission of PAN by every participant in the Securities Market. Members holding shares

2. in Electronic form are, therefore, requested to submit their PAN details to their Depository Participants. Members holding shares in physical form are requested to submit their PAN details to the Company’s RTA.

3. Norms for furnishing of PAN, KYC, Bank details and Nomination:

Pursuant to SEBI Circular no. SEBI/HO/MIRSD/MIRSDPoD-1/P/ CIR/2023/37 dated March 16, 2023, issued in supersession of earlier circulars issued by SEBI bearing nos. SEBI/HO/ MIRSD/MIRSD RTAMB /P/CIR/2021/655 and SEBI/HO/MIRSD/ MIRSD RTAMB/ P/CIR/2021/687 dated November 3, 2021 and December 14, 2021, respectively, SEBI has mandated all Listed Companies to record PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers of holders of physical securities.

The folios wherein any one of the cited documents/details is not available on or after October 1, 2023, shall be frozen by the RTA.

The securities in the frozen folios shall be eligible:

• To lodge any grievance or avail of any service, only after furnishing the complete documents / details as mentioned above;

• To receive any payment including dividend, interest or redemption amount (which would be only through electronic mode) only after they comply with the above stated requirements.

The forms for updation of PAN, KYC, bank details and Nomination viz., Forms ISR-1, ISR-2, ISR-3, SH-13 and the said SEBI circular are available on our website www.autolineind.com. In view of the above, we urge Members holding shares in physical form to submit the required forms along with the supporting documents at the earliest. The Company has dispatched a letter to the Members holding shares in physical form in relation to the above referred SEBI Circular. Members who hold shares in dematerialised form and wish to update their PAN, KYC, Bank details and Nomination, are requested to contact their respective DPs. Further, Members holding shares in physical form are requested to ensure that their PAN is linked to Aadhaar to avoid freezing of folios. Such frozen folios shall be referred by RTA/Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002, after December 31, 2025.

1. Electronic copies of the relevant documents referred to in the EGM Notice and Explanatory Statement shall be made available for inspection by Members, if so desired. Electronic copies of necessary statutory registers and auditors report/certificates will be available for inspection by the members at the time of EGM. Members who wish to inspect the relevant documents referred above and in the Notice can send an email to: secretarial@autolineind.com up to date of this EGM.

2. Members who have not registered their e-mail addresses so far, are requested to register/update their e-mail address for receiving all communication including Notices, Circulars, etc. from the Company electronically.

3. Mr. Sujit Manazhy (FCS No. 7140), Partner M/s. KANJ & Co. LLP, Practicing Company Secretaries has been appointed as the Scrutinizer to scrutinize the e-voting and poll process in a fair and transparent manner.

4. The Scrutinizer shall, immediately after the conclusion of voting at the General Meeting, first count the votes cast at the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make a consolidated Scrutinizer’s Report of the total votes cast in favor or against, if any, to the Chairman or a Director authorized by Board in writing who shall countersign

13

the same. The Chairman or a Director authorized by Board shall declare the result of the voting forthwith but not later than 48 hours of conclusion of the Meeting.

1. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.autolineind.com and on the website of NSDL www.evoting.nsdl.com and communicated to the Stock Exchanges immediately after declaration. The result shall also be displayed on the Notice Board at the Registered Office of the Company.

2. Members are requested to send all their documents and communications pertaining to shares to MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited), Share Transfer Agent of the Company (MUFG Intime) at its address at Block 202, 2nd Floor, Akshay Complex, Off Dhole Patil Road, Near Ganesh Mandir, Pune- 411 001 (Maharashtra), India; Telephone No. (020)-26161629, 26160084; Fax No. (020)-26163503 for both physical and demat segment of Equity Shares. Please quote “Unit-Autoline Industries Limited” on all such correspondences. E-mail address of Link MUFG Intime is pune@linkintime.co.in.

14

Annexure I

(Explanatory Statement setting out material facts under Section 102 of the Companies Act, 2013)

ITEM NO. 1

To increase the authorised share capital of the company and consequently to alter the capital clause in the memorandum of association of the company

Pursuant to provisions of Section 60(1) of the Companies Act, 2013 the details of capital structure is as under:

• Authorised share capital of the Company is Rs. 46,00,00,000 (Forty Six Crores only) divided into 4,60,00,000 (Four Crores Sixty Lakhs only) Equity shares of ₹ 10/- each.

• Issued, subscribed and paid-up capital of the Company is Rs. 45,37,54,010 (Forty Five Crores Thirty Seven Lakhs Fifty Four Thousand and ten only) divided into 4,53,75,401 (Four Crores Fifty Three Lakhs Seventy Five Thousand Four Hundred and One only) Equity shares of ₹ 10/- each.

In order to meet the business objectives and raising further equity funds, it is proposed to increase the Authorised Share Capital of the Company from Rs. 46,00,00,000 (Forty Six Crore only) divided into 4,60,00,000 (Four Crores Sixty Lakhs only) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 51,00,00,000 (Fifty One Crore only) divided into 5,10,00,000 (Five Crore Ten Lakh only) Equity Shares of Rs. 10 (Rupees Ten only) each by creation of an additional 50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/- (Rupees ten only) each. Hence the Resolution to increase the Authorised Share Capital and amendment to Clause V of the Memorandum of Association of the Company is proposed.

Your Directors recommend the passing of the Resolution, as an Ordinary Resolution. None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution as set out under Item no. 1 of the Notice except for their respective shareholding in the company. The draft of the proposed amended Memorandum of Association of the Company is open for inspection of the members at the Registered Office of the Company during the 10.00 a.m. to 1.00 p.m. on all working days up to the date EGM i.e. January 2, 2026 and would also be available on the website of the Company at www.autolineind.com

ITEM NO. 2

To offer, issue and allot Warrants on Preferential Basis

The Company is primarily engaged in manufacturing of auto parts and ancillary business, where it provides auto parts and body stamping tools & services to OEMs for commercial vehicle, passenger vehicle and electric vehicles segment. Recently, the Company has set-up a state-of-art unit in Sanand, Gujarat to expand its business and the expansion is also taking place in the other existing units. In order to augment long –term resources to meet working capital requirement, expansion and for general corporate purposes it is proposed to issue fresh capital into the Company, to enhance networth, financial position and ensuring long term growth and expansion including enhancing the Shareholder value.

The Special Resolution as mentioned under item no. 2 proposes to authorize the Board of Directors to issue and allot up to 32,65,000 (Thirty Two Lakh Sixty Five Thousand only) Warrants to the Promoter in such manner and on such terms and conditions as prescribed under SEBI ICDR Regulations and in compliance with Sections 42 and 62 and other applicable provisions of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions.

The detail disclosures and explanations as required under the Companies Act, 2013 including rules made thereunder, SEBI ICDR Regulations and other applicable provisions are as under :

1. Particulars of the offer including date of passing of Board Resolution: As per the provisions of Section 42 and 62(1) (c) of the Companies Act, 2013 and rules made thereunder and the provisions of SEBI ICDR Regulations, a Company offering or making an invitation to subscribe equity shares on a preferential allotment basis is required to obtain the prior approval of members by way of a Special resolution. Accordingly, the Board at its meeting held

15

on December 03, 2025 subject to necessary approval(s), has approved the proposal to issue upto 32,65,000 (Thirty Two Lakh Sixty Five Thousand only) Warrants of the Company for an aggregate amount up to ₹ 24,48,75,000 (Twenty Four Crore Forty Eight Lakh and Seventy Five Thousand Only) on preferential basis to the proposed allottee as mentioned in the Special Resolution under Item no. 2 of this Notice.

2. The Objects of the preferential issue: to mobilize funds upto an amount of ₹ 24,48,75,000 by issuing Equity Shares and Warrants taken together for the purpose of Working Capital Requirement.

Given that the Preferential Issue is for Warrants, the entire Issue Proceeds from the Proposed Allottee will be received by the Company within 18 months from the date of allotment of Warrants in terms of Chapter V of SEBI (ICDR) Regulations, and as estimated by the Company’s management the entire Issue Proceeds would be utilized for all the aforementioned objects, in phases, as per the Company’s business requirements and availability of Issue Proceeds.

3. The kind of securities and maximum number of securities to be issued and amount to be raised: The Board intends to offer, issue and allot up to 32,65,000 (Thirty Two Lakh Sixty Five Thousand only) Warrants of the Company, having face value of ₹ 10/- (Rupees Ten only) each at a price as mentioned below and carrying an entitlement to subscribe equal number of equity shares of the Company. The Company intends to raise an amount of ₹ 24,48,75,000 (Twenty Four Crore Forty Eight Lakh and Seventy Five Thousand Only) by offering the above mentioned securities.

4. The price or price band at/within which the allotment is proposed : The issue price is ₹ 75 (Rupees Seventy Five only) as arrived at in accordance with the regulation 164 of the SEBI ICDR Regulations.

5. Basis or justification for the price (including premium, if any) at which the offer or invitation is being made: The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited (together referred to as the “Stock Exchanges”). The Equity Shares are frequently traded in terms of the SEBI ICDR Regulations on NSE, being the Stock Exchange with highest trading volume during the preceding 90 trading days prior to the Relevant Date, has been considered for determining the floor price in accordance with the SEBI ICDR Regulations.

In terms of Regulation 164(1) of the SEBI ICDR Regulations, which provides that if the equity shares of the issuer have been listed on a recognised stock exchange for a period of 90 trading days or more as on the relevant date, the price of the equity shares to be allotted pursuant to the preferential issue shall be not less than higher of the following:

i) the 90 trading days volume weighted average price of the related equity shares quoted on the recognised stock exchange preceding the relevant date; or ii) the 10 trading days volume weighted average prices of the related equity shares quoted on a recognised stock exchange preceding the relevant date.

The articles of association of the Company does not provide for any method of determination for valuation of shares which results in floor price higher than determined price pursuant to SEBI ICDR Regulations..

In terms of Regulation 166A of the SEBI ICDR Regulations, the Company has also obtained a valuation report from an independent registered valuer namely Mr. Anandkumar Narayan Gawade, residing at 1 Tulsigreen, Lane 5, Laxman Nagar, Balewadi, Pune - 411045. The registered valuer has determined the price at Rs. 73.24/- . This report is also available on the website of the Company at https://www.autolineind.com/bm-fy-2025-26/

In view of the above, the Board of the Company has fixed the issue price of the Warrants at Rs. 75/- (Rupees Seventy Five only) each which is above the minimum price as determined in compliance with the requirements of SEBI ICDR Regulations. The price of Rs. 75/- (Rupees Seventy Five only) per warrant is also a conversion price for the equity shares to be allotted on conversion of warrants.

16

6. Relevant date with reference to which the price has been arrived at: “Relevant Date” for the preferential issue for the determination of price for the issue of the above mentioned warrants and conversion price for the Equity Shares to be allotted on conversion of warrants, shall be Wednesday, December 03, 2025 being the date 30 (thirty) days prior to the date of EGM fixed by the Company for the purpose of obtaining the shareholders’ approval for this preferential issue.

7. Class or classes of persons to whom the allotment is proposed to be made: The allotment is proposed to be made to the Promoter of the Company, the holding and other details are mentioned at disclosure no. 10 below.

8. The intent/Proposal of the Promoters, directors or key management personnel to subscribe to the offer: Mr. Shivaji Akhade, MD & CEO is the proposed allottees belong to the promoter group subscribing to 32,65,000 (Thirty Two Lakh Sixty Five Thousand only) Warrants on preferential basis. Except for the proposed allottee, none of other promoters, directors or key management personnel of the Company intend to subscribe to Warrants pursuant to this preferential issue.

9. The time within which the preferential issue shall be completed: The Company will issue and allot Warrants to Proposed Allottee within a period of 15 (fifteen) days from the date of passing of special resolution, provided that where permission by any regulatory authority or the Central Government for allotment is pending, the period of 15 (fifteen) days shall be counted from the date of approval or permission, as the case may be.

10. The identity of the Proposed Allottees, the percentage of post issue capital that may be held by the Proposed Allottees:

Identity of the natural persons who are the ultimate beneficial owner of the warrants and resultant shares proposed to be allotted /issued and/ or who ultimately control the proposed allottee and other details are as under:

Sr. N o	Identity of Proposed Allottee	Ultimate Beneficial Owner	Category	Pre-issue*	Pre-issue*	Proposed Allotment	Post Issue
				No. of Shares	%	No. of Warrants	No. of Shares	%*
1	Mr. Shivaji Akhade	Mr. Shivaji Akhade	Promoter and Director	6949981	15.32	32,65,000	10214981	21.00

• The Company is offering 32,65,000 warrants through the preferential basis, hence the post issue % w.r.t. warrants is given assuming full conversion of 32,65,000 Warrants as proposed in Resolution no. 2 of this Notice.

11. The change in control, if any, in the Company that would occur consequent to the preferential offer: There will be no change in control consequent to this preferential offer.

12. The Shareholding Pattern of the Company pre and post preferential issue: As per Annexure A

13. Number of persons to whom allotment on preferential basis has been made during the year, in terms of number of securities as well as price:

There are 2 persons to whom allotment of equity shares have been made during the year by converting 22,00,000 Warrants having face value of ₹ 10/- each were issued and allotted at an Issue price of ₹ 102.50 /- each (premium of ₹ 92.50/- each) on a preferential basis. The aforesaid Warrants were issued and allotted at an issue price of ₹ 102.50/ each.

14. Terms of Issue of Warrants: The terms of issue of Warrants are given in the Resolution as set forth at Item no. 2 to this Notice.

15. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer and principle terms of assets charged as securities : Not Applicable as allotment is not proposed to be made for consideration other than cash.

16. Lock in Requirements: The Warrants and the Equity Shares to be allotted to Proposed Allottees pursuant

17

to exercise of warrants, shall be locked in for such period as may be specified under Regulation 167 of the SEBI ICDR Regulations.

17. Practicing Company Secretary’s Certificate :: A certificate of the Practising Company Secretary of the Company i.e., M/s. KANJ & Co. LL.P, Pune, as required under Regulation 163 (2) of the SEBI ICDR Regulations certifying that the preferential issue of Warrants is being made in accordance with requirements of SEBI ICDR Regulations, shall be available for inspection by the Members on the day of the EGM and the same may also be accessed on the Company’s website at the link: https://www.autolineind.com/bm-fy-2025-26/

18. Undertaking to re-compute the price: The Company undertakes that if the price determined under the SEBI ICDR Regulations on the Relevant Date is required to be re-computed, then it will re-compute the issue price of the warrants and/or equity shares to be allotted and the proposed allottees would be required to pay for the differential amount, if any, before the warrants and/or equity shares, as applicable, are allotted to them.

19. Undertaking to put under lock-in till the re-computed price is paid: The Company undertakes that if the amount payable on account of the re-computation of price if not paid within the time stipulated in the SEBI ICDR Regulations, the warrants/equity shares shall continue to be locked-in till the time such amount is paid by the allottee(s).

20. Disclosure under Schedule VI of SEBI ICDR Regulations: Not applicable, as none from the issuer, its promoter or directors are wilful defaulters or a fraudulent borrower.

21. The current and proposed status of the allottee post the preferential issue namely, promoter or nonpromoter: The proposed allottee is a promoter and there will be no change in its status post the preferential issue.

22. The proposed preferential issue is not being made to any body corporate incorporated in, or a national of a country which shares a land border with India

23. During the financial year commencing 1st April, 2025 and during the twelve months preceding the date of issue of this Notice, the Company has not allotted any securities on preferential basis except to the conversion of warrants and CCDs to Equity Shares as disclosed at disclosure no. 13.

24. The Company has received confirmation/an undertakings from proposed allottee stating that the Allottee has not sold or transferred any equity shares of the Company during the 90 trading days preceding the relevant date i.e. December 03, 2025.

25. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI ICDR Regulations.

Section 62 (1) (c) of the Companies Act, 2013 provides inter alia, that when it is proposed to increase the issued capital of a Company by allotment of further shares, etc., such further shares shall be offered to the persons who on the date of the offer are holders of equity shares of the Company, in the manner laid down in the Section unless the members decide otherwise by passing a Special Resolution. Therefore, consent of the shareholders by way of Special Resolution is being sought pursuant to the provisions of Section 62 and all other applicable provisions of the Companies Act, 2013 and the rules made thereunder and in terms of the provisions of the SEBI ICDR Regulations and other applicable provisions and SEBI LODR Regulations and the listing agreements executed by the Company with the Stock Exchanges where the Company’s shares are listed.

The Board of the Company believes that the proposed preferential issue is in the best interest of the Company. The members are therefore, requested to accord their approval to the Special Resolution authorizing the Board to execute the proposed preferential issue as set out in Item no. 3 of this notice. The Board accordingly recommends the Special Resolution set out at Item No. 3 of the accompanying Notice for the approval of the Members.

18

Mr. Shivaji Akhade, Managing Director of the Company being proposed allottee and Mr. Sudhir Mungase, Wholetime Director who is brother in law of Mr. Shivaji Akhade are interested in the resolution set out in Item No. 3 of the notice to the extent of their shareholding rights and directorship, none of other Directors and Key Managerial Personnel of the Company and their relatives have any concern or interest, financial or otherwise, in the proposed resolution.

19

Annexure A

Pre Issue details as on September 30, 2025 being the latest practicable date prior to the approval of Board of the Company and issuance of notice to the shareholders.

Sr. No	Category	Pre issue	Pre issue	Post Issue After Conversion of* Warrants**	Post Issue After Conversion of* Warrants**
		No. of Shares held	% of holding	No. of Shares held	% of holding
(A)	Promoter's holding
1	Indian
a	Individuals	13792588	30.40	17057588	35.00
b	Bodies Corporate	1000000	2.20	1000000	2.06
2	Foreign Promoters	0	0.00	0	0.00
	Sub-Total(A)	14792588	32.60	18057588	37.12
(B)	Non-Promoter's holding:
1	Institutional Investors	7439524		-	-
2	Non Institution:			-	-
	Directors and Relatives			-	-
	Indian Public			-	-
	Others (Others including NRIs, Resident Individuals, Central Government, Escrow Account, Government Companies, Nationalized Banks, NBFCs, Bodies Corporates, Non- Nationalised Banks,	23143289		-	-
	Sub-Total (B)	30582813	67.40	-	-
	GRAND TOTAL	45375401		-	-

• Post Issue figures are given assuming full conversion of warrants into Equity Shares of the Company as proposed in Resolution no. 2 of this Notice.

Place: Pune Date: December 03, 2025 Registered Office: Survey No. 313, 314, 320 to 323, Pune 410501 CIN: L34300PN1996PLC104510

E-mail: investorservices@autolineind.com

By Order of the Board of Directors of Autoline Industries Limited

S/d

Pranvesh Tripathi Company Secretary & Compliance Officer

Membership No. : A16724

20